[96]AIA Sample Joint Venture Agreement

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AlA Document C10f -1993 Instructions ioij)t Venture Agreement for Professional Services

GEtURAL INFORMATION ~rpose AlA Document CI01-1993 Joint Venture Agreement for Professional Services is intended tobe used by two or more parties to provide f~TtlIeir mutual rights and obligations Parties may be all architects all engineers or a combination of architects and engiI1eer$~ It is intended that the Joint Venture once established will enter into an agreement or agreements with the Owaer to prqYl~e professional services

The do~~~~t P(9)14~~for selection between two methods of Joint Venture operations The Division of Compensation nletho~1isgle~~b~t~Qml~ensation is linked to specific phases or kinds of services which are then proportionately alocat~~ngUl~part~sat the outset of the Project Each partys profitability is then dependent on individual tperfq~e o~p~e~ass~~eatasks and is not directly tied to that of the other parties Alternately the Division ofProfit andLg~5ll1etb~j~b~~q~all compensation being allocated to the Joint Venture which is in turn billed by each party fltf~~eni(esfCrfor~e4~t cost plus a reasonable amount for overhead Thus the ultimate profit or loss of the Joint yentme is div~d~dbetweeIlthe parties upon completion of the Project based on their respective interests

~~bttefl~~~J fbis ~ampFtlment~ ~(jtdi~~cttrlinked to any other AlA document by parallel construction or by reference It may be used

alone OJ ~n cOiiunction)1ith~ny of AlAs Owner-Architect or Architect-Consultant agreements

DspQte Re~oluQO~~t~diation and Arbitration Tlii~~9cumel1t Cg~tl1iBS gI(lvisions for mediation and arbitration of claims and disputes Mediation is a non-binding prClc~~sbutigltandat(Q~6er the terms of this agreement Arbitration is also mandatory under the terms of this agr~ementMbi~r~ti9ni~ tSinding in most states and under the Federal Arbitration Act In a minority of states arbitration prQtelal~t9futute disputes are not enforceable but the parties may agree to arbitrate after the dispute arises

ose statesul1detcertain circumstances (for example in a transaction involving interstate commerce) aI15itra~ionprovislofl~2inaybe enforceable under the Federal Arbitration Act

__ __ ___ __ _~~_ _ N

ATAdoes riotadministerqi~9t~~solution processes To submit disputes to mediation or arbitration or to obtam C(1lieilQtbeappljClble medil)liijaorarbitration rules write to the American Arbitration Association or call

n7ac7$7~Jh~Alll~ricanArbitration Association may also be contacted at wwwadrorg

~ytl~~~1lcontractVocent~~~fsc AI r9titt~ctdocurpenis~~t~e~PtQilUct of a consensus-building process aimed at balancing the interests of all parties on th~ltconStruction Plgject The~uments reflect actual industry practices not theory They are state-of-the-art legal

bull documents regu i~~d to keep up with changes in law and the industry-yet they are written as far as possible in lteveryday~g~g~gt fll~~~~A contract documents are flexible they are intended to be modified to fit individual

projects but in siaGh~gtyenay~bijtmodifications are easily distinguished from the original printed language

Use ofNon~AiAgtFor~ a conibifi~ti~nQffIAdocuments and non-AlA documents is to be used particular care must be taken to achieve

cpnsisten~YOpoundl~gp~ge and intent among documents lt-

Letter Forms of Agreement middotmiddotfet~~tf~rrnsof agreement are generally discouraged by the AlA as is the performance of a part or the whole of

p~fes~oilalmiddotgervices based on oral agreements or understandings The standard AlA agreement forms have been ~evet(r~iJH~ugh more than 100 years of experience and have been tested repeatedly in the courts

Stiirtdard EOhns Most AlA documents published since 1906 have contained in their titles the words Standard Form The term standard is not meant to imply that a uniform set of contractual requirements is mandatory for AlA members or others in the construction industry Rather the AlA standard documents are intended to be used as fair and balanced baselines from

AlA Document C101 TM - 1993 (formerly C801trade - 1993) Copyright copy 1972 1979 and 1993 by The American Institute of Architects All rights reserved WARNING This AIAreg Document is protected by US Copyright Law and International Treaties Unauthorized reproduction or distribution of this AIAreg Document or any portion of it may result in severe civil and criminal penalties and will be prosecuted to the maximum extent possible under the law Purchasers are permitted to reproduce len (10) copies of this document when completed To report copyright violations of AlA Contract Documents emiddotmail The American Institute of Architects legal counsel copyrighlaiaorg

1

PROPRIETARY

which the parties can negotiate their bargains As such the documents have won general acceptance within the construction industry and have been uniformly interpreted by the courts Within an industry spanning 50 states--each free to adopt different and perhaps contradictory laws affecting that industry-AlA documents form the basis for a generally consistent body of construction law

Use of Current Documents Prior to using any AlA Contract Document users should consult wwwaiaorg or a local AlA component to most recent edition

Reproductions This document is a copyrighted work and may not be reproduced or excerpted from without ~ express written permission of the AlA There is no implied permission to reproduce this document nor doeSi~~mbershio in The American Institute of Architects confer any further rights to reproduce this document

The AlA hereby grants the purchaser a limited license to reproduce a maximum of ten coPip_~m~ butonly for use in connection with a partiCUlar project The AlA will not permit reproduc license for reproduction granted above except upon written request and receipt of wri

Rights to reproduce the document may vary for users of AlA software Licensed AlA End User License Agreement (EULA)

To report copyright violations of AlA Contract Documents e-mail The American Insti copyrightaiaorg

CHANGES FROM THE PREVIOUS EDITION

Format Changes The table for REIMBURSEMENTS has been moved from the J this INSTRUCTION SHEET All provisions for principal place of business jurisdic Maker have been consolidated and moved to Article 20

sect 43 This Section has been added to create a method of settling controversies or dis event an action or decision is not unanimously agreed upon by the Policy Board an designated by the parties as part of the Project Agreement (Article 20) is granted auth which shall be subject to mediation or arbitration

sect 54 The Policy Board may decide to open one or more joint bank accou

sect 72 All expenses related to the Agreement must be submitted to the Policy B

Article 9 This article has been completely rewritten The parties to the Joint Venture counsel when completing this portion of the document

Article 9 now adds a requirement that each member of the Joint Venture carry gen Valuable Papers coverage) and business auto insurance Workers compensation a now mandatory The new document recognizes that the design team may choose tl coverage for the project together under one policy

The article specifically notes that these insurance coverages except professional liability sh of the commencement date of the Agreement or the date any services are performed

The requirements for certificates of insurance have been amended

Each party to the Joint Venture must now indemnify the other Joint Venturers for fraudulent or dis employees not covered by the required fidelity coverage

Article 10 sect 102 All Joint Venture property and money must be disposed of or distributed prior to termination of the Agreement Each party is obligated to contribute toward satisfaction of debts and liabilities created by the Joint Venture after termination of the A8eement AlA Document C101 trade-1993 (formerly C801 1M - 1993) Copyright copy 1972 1979 and 1993 by The American Institute of Architects All rights reserved JfllRNING This AIAreg Document is protected by US Copyright Law and International Treaties Unauthorized reproduction or distribution o this

Document or any portion of it may result in severe civil and criminal penalties and will be prosecuted to the maximum extent possible ~~~e~t_~_la~~~~~s~~~~~~~~~~~_t~P~~c_7n_(1O) copie~ of thl~ ~o~nent when completed To report copyright violations of AlA Contract

2

PROPRIETARY

sect 104 Tlris Section has been added to clarify the settlement of compensation and expenses due to a defaulting party or to the nondefaulting party should their costs exceed the cost to complete the services These obligations for payment survive termination of the Agreement

llO5Tlris Section requires that any party to the Joint Venture must receive written permission from the other party puertO entering into a contract for services if the Joint Venture does not enter into a Project Agreement with the Owner

Lrtide 12 Article 12 has been rewritten to require that the parties endeavor to settle disputes by mediation prior to jlfpitration

Article 1amp The principal place ltgttbusiness and fiscal year have been moved to Article 20

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sect 182 T~~ble famprreiinbursement has been moved to this Instruction Sheet under Using C 101-1993

sect 18Z4FacsinU1e Se(vicets courier services and overnight deliveries have been added as reimbursable expenses

sect lSi5This ~O~iSi~rra4ds a multiplier to the cost of reimbursable expenses

trti$]~20Thi~ article has been added for any conditions and descriptions of other services not indicated in the Jgr~ment fQrdesigpatiquof any principal place of business jurisdiction and fiscal year and for identification of the lntetiim ~i~ionMalfeL

M4jficati~~

VStK~C1f)1-1993

ParticqlarIi With re~pe~tp professional or contractor licensing laws building codes taxes monetary and interest charges arbilrfatieJ ind((ninifieiition~format and font size AlA Contract Documents may require modification to comply with

19calJawsUsersareencouraged to consult an attorney before completing or modifying a document

Jnapu~chased ~aperAiiContract Document necessary modifications may be accomplished by writing or typing the app~opriateterms in the blank spaces provided on the document or by attaclring Supplementary Conditions special c~Jl~litiQns or referenced aillendments

Modificatlonstlireldyto purcba$eUp~per AlA Contract Documents may also be aclrieved by striking out language Howevcrcaremustbe takenin piakil1g these kinds of deletions Under NO circumstances should standard language be stniqJicltiut~rendeFitillegiblePotexample users should not apply bloeking tape correction t1uid or Xs that would pmplet0kY9J)~uretexLSuch practices may raise suspicion of fraudulent concealment or suggest that the completed and sig~ddocurnent has beeJltllmpcre~tVith Both parties should initial handwritten changes

gtUsingAl1 software modificenta~on$ to insert information and revise the standard AlA text may be made as the software middotP7rmits

By reviewing properly lllailemodifications to a standard AlA Contract Document parties familiar with that document can qyickly understand the essence of the proposed relationslrip Commercial exchanges are greatly simplified and expedited goodfai~dealing is encouraged and otherwise latent clauses are exposed for scrutiny

AlA cgntr~t[fucuinents may not be retyped or electronically scanned Retyping can introduce typograplric errors and cloud legatinteipcenttation given to a standard clause Furthermore retyping and electronic scanning are not permitted under the users limited license for use of the document constitute the creation of a derivative work and violate the AlAs

raquo Gover l~9 Ilae~10hedaie represents the first date of which the Agreement is entered into It may be the date that an oral agreement was reached between all parties or the date of actual execution No professional services under tills Agreement should be performed prior to the date indicated

AlA Document C10pM -1993 (formerly C801 Th1 -1993) Copyright copy 19721979 and 1993 by The American Institute of Architects All rights reserved WARNING This AIAreg Document is protected by US Copyright Law and International Treaties Unauthorized reproduction or distribution of this AIAreg Document or any portion of it may result in severe civil and criminal penalties and will be prosecuted to the maximum extent possible under the law Purchasers are permitted to reproduce ten (10) copies of this document when completed To report copyright violations of AlA Contract nIOmAnt Amiddotmji ThA A t I I I

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PROPRIETARY

Identification of Parties Parties to this Agreement should be identified in the capacity in which the Agreement is to be executed including the names of the firms and identification of persons signing the address of the principal office and a designation of the legal status of each party (sole proprietorship partnership joint venture unincorporated assC1Cia~n~ limited partnership or corporation [general close or professional] etc) Although only two parties have beep 4~~~~itle on the printed form additional parties should be identified as third party fourth party etc as appropriate ilJ~eci$l~cli provided Although it is not important which party is identified as first party the parties should be consistentIyidentined throughout the document Where appropriate a copy of the resolution authorizing the individual signing the A~~tt() act on behalf of the firm or entity should be attached 0

Name of Joint Venture The name of the Joint Venture should be agreed upon by all parti~i~d identified here l~~Y ~ will consistently be used to identify the entity both in this Agreement and in the Project Agt~tnent wita~he Owner

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Project The proposed Project should be described in sufficient detail to identify (1) the offl~atJl facility (2) the address and location of the Project if known (3) the name and address of description of the scope of the Project

Article 15 Contributions Enter initial dollar amount of capital contributions if any to be made by various partiSbace additional parties

Article 16 Schedule of Services This page is provided to identify which party is to provide which phase or portion 0

Project Agreement When the Division ofCompensation option is used it is most i be carefully prepared and complete as to all important details

This may be completed by describing the services of each party right on the page If purpose specific reference to that document should be typed on this page and the d exhibit The typed reference should include the number of pages added and each sue initialed by all parties

Occasionally under the Division ofProfit and Loss option a specific division of servicess cases type Not Applicable on this page ~

Article 17 Schedule of Property This page is provided to identify property contributed to the Joint Venture s property is contributed type Not Applicable on this page

Article 18 Joint Venture Operations Enter the method of operations to be used by the Joint Venture and fill out Venture operations are included in the printed form THE METHOD NOT ~TTA~

AGREEMENT

Division of Compensation Method sect 181 Interest of the Parties sect 1811 Enter the division of compensation due each party in the space provided Space has b additional parties Entries can be in percentages or dollar amounts where known In either ca all parties must equal 100 of the total compensation Make sure all parties identified on th here

Division of Profit and Loss Method sect 181 Interest of the Parties sect 1811 Enter the division of profit and loss due each party in the space provided Space has been additional parties Entries are normally in percentages and the sum of all entries must equal 100 identified on the cover page are included here

DOcument C101trade -1993 (formerly C801trade -1993) Copyrightcopy 19721979 and 1993 by The American Institute of Architects All rights reserved WARNING This AIA~ Document is protected by US Copyright law and International Treaties Unauthorized reproduction or distribution of this

Document or any portion of it may result in severe civil and crimina penalties and will be prosecuted to the maximum axtent possible under the law Purchasers are permitted to reproduce ten (10) copies of this document when completed To report CODyrioht violations of AlA Contract

4

PROPRIETARY

sect 182 The following table is an example to be used in setting the method of compensation

Title Location Char~e to Joint Venture

Home Office or Joint Venture Office

$___ Direct Personnel Expense plus _ on straight time Direct Personnel Expense only on premium time



Home Office or Joint Venture Direct Personnel Expense plus _ on straight time Direct Personnel Expense only on premium time

Office or Joint Venture $___ Direct Personnel Expense plus _ on straight time Direct Personnel Expense only on premium time


sect 1$21 Bnterthebilliflgt~tcents applicable to the Joint Venture for the five personnel categories This dollar amoun~ is to be filled in yeni(hthe Direct Personnel Expense (without fringe benefits) for each ofthe categories This normally would be the average rate for various personnel in each group If it is desired to bill the actual direct salary of every individual in thecategorythe word actual can be entered in the first blank for each category

The percentmatklPtOfl Dire~t~Personnel Expense is to be used on all billings to the Joint Venture This markup usually CO~tJ7Spetsollflel~xpense~(fringe benefits) plus overhead and should be the same for all five categories Profit should not Be includediritliis pe(centage If the hourly rates and percent markup for all parties require additional space delete the wordbelovl~ and instl7l the appropriate reference (see Article 20 or see attached Exhibit) Any additional sheets sh(luldb~ mlJp~(centiated 8n4 initialed by the parties This information should then be provided for each party in a ~iqrllarf()rmatm~lhe remaIning portion of this Section stricken

principals for each of the parties who will be part of the Joint Venture

eXl)enSeS of each party which are billable to the Joint Venture The list should be reviewed and JrUVIC11115~t~llgtor identifying specific types of reimbursable expense not listed

mu]tipliert~~eaqd~d to the actual costs of all reimbursable expense

Article i9 I~U~nce Coverages middotsect91This specifieseertain required insurance coverages to be obtained by each Party Each party should consult tileir1nsurmce counsel tomiddotdet~rIpiPewhether any coverage mentioned is not required or whether any additional coverage

1oint Ventulte itaelf may require insurance separate from that carried by the parties to the Agreement

OnCe all re~luindc(jverage l1as been determined state the type of insurance and the minimum limits for each party of the Joint Venture Thefl1l1i~6(liiIbility for each of the insurance coverages should be indicated State all applicable ilejluctibles and cleIltJycent~verany provisions for self-insurance that are acceptable to the other party or parties State the period ofti~p8$t Substantial Completion that parties to the Agreement are required to carry professional liability coverage

Article 20 Other Conditions or Services Enter here any other applicable provisions or changes to basic Terms arid Conditions such as

sect 32JfPtimary and Alternate Representatives are to receive compensation enter amounts here

sect1rI(e~penses prior to execution of this Joint Venture Agreement are to be bome in a manner other than that described in Section this should be stated here

sect 201 Identify the principal place of business of the Joint Venture If separate office space is to be provided for Joint Venture operations that office address should be entered If not the office of one of the parties should be entered as it will become the address for the Owner under the AlA Document ClOP -1993 (formerly caoPM -1993) Copyright copy 19721979 and 1993 by The American Institute of Architects All rights reserved WARNING This AIAreg Document is protected by US Copyright Law and International Treaties Unauthorized reproduction or distribution of this AIAreg Document or any portion of it may result in severe civil and criminal penalties and will be prosecuted to the maximum extent possible under the law Purchasers are permilled 10 reproduce ten (10) copies of this document when completed To report copyright violations of AlA Contract Documents e-mail The American Institute of Architects Ie al counsel co rl htaiaor

5

PROPRIETARY

sect 202 Identify the jurisdiction agreed upon as applicable to this Agreement (state commonwealth etc) If the Project and all parties exist in the same jurisdiction that jurisdiction should be entered If all of the parties and the Project are not in the same jurisdiction one jurisdiction must be chosen after consultation with legal counsel and entered in the space provided

sect 203 Enter the fiscal year for the loint Venture This may be the calendar year or other period determined appropriate legal and accounting purposes

sect 204 Enter the name of the person who has been mutually agreed upon by each party

EXECUTING THE AGREEMENT The typed name of the person signing the persons title in the firm and the written signlI party to the Agreement Space has been provided for additionalparties

uocumem C101trade -1993 formerlyCS01trade -1993 Copyright copy 19721979 and 1993 by The American Institute of Architects All rights reserved WARNNG This AlAI Document is protected by US Copyright law and International Treaties Unauthorized reproduction or distribution of this

Document or any portion of it may result In severe civil and criminal penalties and will be prosecuted to the maximum extent possible under the law Purchasers are permitted to reproduce ten (10) copies of this document when completed To reoon coovrioht violations af AlA (nntrt - _- shy

6

PROPRIETARY

AIX- Db~umeDt-C81 shyentureAgreement

middotmiddotmiddot~~forifMessional SeNices

This document has iITlfilQrtant legq1 ~seqtmhces ConsuHation with an attl2meyi~ encoCiFaged with respeSttoiteompletion or modificatipn

is tlIit-ntention of the Parties to form this J t Venture in ordeit~enter an agreemept6rligteements With the Owner for ppoundofessi~~~lcmiddotse~in con with the following PJoj~ti (InelU4~ name address ana location ofProject nqJJJe and acentdre~ ofOwner a1ld detaile1 dliffffipti6flioscope)

The Parties

AlA Docurnertt C1Qf~ ~ 1993 (form~ (8D1trade - 1993)Cop9lightcopyifiln 1979 and 1993~Ihe A~icanlnstitute ofArchitects All rlghtstyserved Init WAfINlNG This AIAregOocumeAt is protected by US Copyright naJ Treaties UnauthorizyendIeprQd~ction or(jfstributicnol this AIADocument or any portion 01 it may re~t in severe altles and willlgte~secuteito the maltimum-eitent possible under the law PtlichasEls are permitted tot~duce ten (10) of this when completed To report copyright violations of AlA Contract t)ocjJllents emiddotmail The American fnstitute of Architects legal counsel co~yri~l~hiaormiddotg

1

PROPRIETARY

TABLE OF ARTICLES

1 RIGHTS OF THE PARTIES

RESPONSIBILITIES OF THE PARTIES

JEPRESENTATIVES AND POLICY BOARD

MANAGEMENT OF THE JOINT VENTURE

ACCOUNTING

~6 PROPIRTY ~~~ _ lt lt4~

~- -- gt

1 PRELlMINARYe~NSES 4

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8 ~~USEOFDOCUMENTS

9 ~ii

10 SCOM TERMINATION

13

14

16middot

18

19

~o ~

i~--~-~~---~~~ middotJTgt UT~REUTlai~~

~HEotJE~fOfSfRYJCES

JolflrVEttTUQEOPERATIONS-- -- -~A~~it -- ~~j-_c

ItiSlJ~EC6VERAGES

o~eO~IIONS OR SERVICES d~~~~~ ~(laquo~ shy

TfC1E 1 RIGHTS OF THE PARTIES sect11111e Te~ and Conditions of this Agreement shall govern the relationship of the Parties and the rendering of se~1ces requITed under thisAgreement and under anysubs~quentagreement with the Owner relating to the Project The agreement or agreements with the Owner shall be referredto~s the Project Agreement

ARTICLE 2 RESPONSIBILITIES OFJHE PARTIES lt lt

sect 2~1 The Parties shall share in the manner

middotfie services required of it as set forth in Article

for professional services in

aeitirt this Agreement the general ()bligations and re~pO professional services to be performe oject Agreement in the manner provided in this ~g~e~ent

hall perforjJl

sect23 NeitQyenyenP~ t Agreement shall enter intoa separate agreement with the cislimecUQu witfilHis Iject without the approval of the other Party shy _o~~-

sect 24 The relationship between the Parties shall constitute a joint enture for the performance of the services required of the Joint Venture under the Project Agreement The services required of each Party to the Joint Venture shall be limited to the performance of services required in this Agreement

AlA Document C1Dflll -1993 (formerly caDi ThI_ i9~) Copyright copy 1972 1979 and 1993 by The American Institute of Architects All rights reservedInlt WARNING This AIAreg Document is protected by US Copyright lawand nternational Treaties Unauthorized Qr distribution of this

Document or any ~ortionof it may result in~vere clvlland criminal penalties and wilii)e prosecuted lIItiIdmum extent possibiec 1HU1c the ~iJiJ PI fnh~ltQrlt ~rl normittori tn ronrnlillfQ ton ti n ~tWiQC 1 thie nntttmont whon inmnlotM

2

PROPRIETARY

sect 25 The Parties thafthe responsibilities and obligatiol)s otherwise assumed under this Agreement shall be borne ~eurolach op(rtion to their p~~ip aspfbvided inSectiol~lor as may be othenyi~~cdescribed illfis~gr~enlen(tlf f reason any Jarty shall limit its partition~jIsIesporisibilities and obligations to than

~gIjbed in this Agreement its respective share of clt1m~iiSiition uilder this Agree~t sballbe adjusted b Board7to ltl((ltlt ffsUth reduced participatiffif

public statti1llents ag4reuro)leases including the isspanooofphotographs of this Agt~mentesubject to the prior approval of the Policy

~cmiddot Venture or other releases of the Parties shall be ideJltiB~~Iigtwork ~ttreJoint

UltlJJU cUi~gnate an Alternate Repres~~~tive to the Policy BoardB-ch PanyS Alternate v

Pri~Represlfutative is absent The Primary and~ltemateRepiesentan~es except as otherwise in this Agreement

the duties of such any~

hall promptly by writtennoticeserved

Each ofthePanies to this Agreement may atapY~ne1tlpfacethe Primary or Alternate Represerltatjvf~spoundIeSlgnatepoundl t by a ~~ecce~~ upon the ot~~~~esaspFovided i~Articjlib2

sacti9B ofbusiriess of of either Party

responsibility and authqlity rPlanceof thellipject ent including of Slfri~sbetween the Patties preparation s settlement of

other matters affecting the perfol11RlJlce 0 ices under this Agreement

sect42 The Policy ~ect Manager and an Assistant fcur-directfon nt Work in accordance withpolicie~rand procedures IaVJNvU

Boai~Jt~)Jli5responsible for coordination of th~fyenork anp (3) be responsible for thl~gtnwneliJIITld OwnelsHuthorized

A(~tie~andde6isions oftht~~icy~gfial1 be by unanimous vote or as otherwisesetforthin 20 al conclusive andtlirialng upoU the Parties In the event that the Policy Board shan

ion the Parties agree that the matter troversy shall be referred t() the pe shall make an interiql~sioIiWhich 1be subject to mediation and arbitration

RTIClE 5 ACCOUNTING 1 The Pftties shall jointly retaini~l1c6u

the purposes of this Agreement certifit~d pcentrf()nm su~h~ttres as may be determined by the Policy

accOQlltai)t shall be final co~lusive and bindi~g uJonthe ~

oard sh~ll be appoint~ ]~~rer of the Joint Vente Treasurer shall aSep~wa1eset of fulland~entbdS of account lyhccepted accounting

the Policy Board may determine

eepSeparate full~Jld sas the Policy Hoard may de

aC(QlJmtjimiddotb~lsell~~~enerlmy accepted acoounting ~~~111111gmeIT individual participation in the Joint

AJA Document C1()1i~-1~ (fQr~rly~ -199~1 Copyright Ii) 1972 1979 and 19~~pyen Too AiNeHcan Institute of Architects All righ~ reserved WA~NING This AJAiIilgtcumentiiprotect~ by US Copyright Law and Internationallreiities Unauthorized reprtqu or distribution of this AIA~ Docum~nt or any portion of it may result in sever~ civil and ltriminal penalties and will be pr I extent possible under thelaw Purchasers are permitted to reprOOuOO~ttl) copies of this document whencompietecl~Opyngviolations of AlA Contract nnrllmRnt~ p~mAii Thp AmArirAn ln~n ~ i r

3

PROPRIETARY

sect 54 One or more joint bank accounts (hereinafter called the Joint Account) shall be opened in such financial institutions as may be determined by the Policy Board

sect 55 E~hParty shall designate an individual or individuals authorized on its behalf to endorse checks deposited in and to signehecks drawn against the Joint Account Checks drawn against said Joint Account shall require the signature(s) of the person or persons designated by the Policy Board

be promptly deposited in the sect S6All payments received by the Joint Venture in connection with this Agreements

ned beyond the duration of this

olicy Board and the cost thereof shall be ribed in Section IS 1

Jomt Account and invoices received by the Joint Venture shallbe paid by ch ainst the Joint Account

sect 57 Records of the Joi11tVenture which are required pursuant to Agteement shall be retained at such place or places as dete shared by the Parties in proportion to their respective interests

sect58 Upon terminati6flof the Joint Venture all facilities and Joint Venture property shall be disposed of at fair market value or ata price det~edby the Policy Board and the proceeds shall be shared by the Parties in proportion to their respectiye interestSasdCSCri~in Section 181

ARTIC~E 6PRQPERTY_i L

sect 61 Joint Venturepropefr srall consist of the capital contributions described in Article 15 and other property obtained with the funds ofthe JomtVenture

sect 62Joint Vel)turepf~s~~Lbe identified and recordedyenrtlleJ6int Venture accounts raquot

sect 63 Properly made~vailab~~Joint Venture propertymadeayenailaqldl~frdoint Venture Agrcentement orai sy~h

snalHemain the property of the contributing Party AsltheduIeof

Party is included in Article 17 Upon terminati(jiloftl1i by the Policy Board this property shall be returnedt~f4eGontributing

Party

ARtiCLE 7 PRELIMIHARVEXpENSES sect 71 AHexpensesreWeuroiitO this Agreement incurred by a Party up to and inel of this Agreement shall be bome by the Partyincurring~lJch expenses unless otherwise provided in

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sect 72 All e~pel1ses relajep~othis Agreement incurred by a Party from the date of this Agreement up to and including the date as of which the Project Agreement is entered into shall be submitted for approval of the Polky Board and if approveds~ll be bo~by Parties according to their respective interests as described in Section 181 or as otherwise determined by thePoIicy Board

ART1CLE 8 OWNERSHIP AND USE OF DOCUMENTS sect 81 Ifdeterniinelti by the Policy Board or required by the ProjectAgreement intellectual property designs drawings specifications and other instrnments of service prepared pursuant to this Agreement shall be copyrighted in the name of thelQint Venture Each Party shall have the rights and privileges of copyright ownership insofar as is consistent with thisAgreement and each Party shall be entitled to prepare documents for other projects based on such Project dOCllments No Party shall assign or transfer its copyright interest permit reproduction of Project documents or condone infringement of the copyright by others except upon written consent of the other Party

sect82 Documents prepared specifically for this Pr(j~(tbyon1y copyrighted solely by that Party unless otl1erV~ssdetelmined by the Policy Board Each Party hereby~~tsJfieother andthe Joint Venture a license to use andreproduce such documents in furtherance of this Agreem~nt Where the Party oWJJing such copyright is in def~H]tun~eltlris Agreement the other Party may use and repr~d1i~such documents and prepf1Te otherdocllments derived from them for the Project under the Project AgreerneQtQjlrjlyother agreement between the Partii~s ancitheOwner regardless of whether such agreement was en~reci~JitoOl1 a separate or joint basis

sect 83 If dete~ bythe Policy Board intellectual property including dcgn~dfawings specifications and other instruments ofservice prepared specifically for this Project by consultants to the Joint Venture shall be copyrighted jointly in the name of the Joint Venture asa work made for hire under the conditions established in Section 82 All agreements with consultants to the Joint Venture shall include such a provision

AlA Document C101T1-1993 (formerly C801 Th1 -1993) Copyrlghtcopy 19721979 and 1993 by The American InstiMe of Architects All rights reservedInit WARNING This AA Document is protected by US Copyright Law and International Treaties Unauthorized reproduction or distribution of this AIAregOocumenl or any portion of it may result in severecentlvii and criminal penalties and will be prosecuted to the maximum eKtent possible ~~~_~~~a~r~~~s~ ~~~~~~~et_t~~~~d~~~_~~~(~O) c~p~~ of thi~~~~ment when completed To report copyright violations of AlA Contract

4

PROPRIETARY

survive the termination of this Agreement

ARTICLE 9 INSURANCE ltsect91 Each Party toQtis Agfe~ment shall purchase from and maintain itlJfcompany or companies lawfully authorized to do business in the jurisdiction in which the Project is located sIJCh insmance as willpt9tpoundft thePljrty from claims setfr

fOMbelow which may arise out for I~lt from the Partys services under this A~tnent and for which the Party ally liafjre~b~thr s1eh operations be by the Party or by a consultant to that Party or directly or

mployedby such Party or by anyonefgrwhose acts such Party may be J Claims under ~rkers cgrll~nsation disability benefit and other

applieablet()tlie serVIces to be performed ~2 Claims for damages because of bodiy injury occupational or deaUtofthe Partys

3

peJtSooaljl1jll1l1fliability coverage which are sustained (l) by a son to employment of such person by the Party

or (2) by person 5S~Slailms for damages becaugtc 6rmjury or destructioltpf tangible property including loss of use

resulting therefrom damages because ofbodily injury

ltenafiept~of a motor vehicle or property damage arising OUt pf

ges to the construction documents and other valuable papersI1~eded to fulfill obligations reement and

_dlUS arising out of the Partys negligeptllcts or omissions in the performance of

91 shall bemiddotWrittefifor not lssthan the limits of liilityspecified in Alticle19 coverage isgf~ltiterCoverages with the exceptioqPfSectiolf918 Vheiherwntien on

bemaititained without interruption from date of commencellientofthis this Agreement (whichever is earlier) until all s~ryjce~t()~Jlperformedby

b~eltmpleted or until such time as this Agreement lias5eenterminated Each Party red inSection 918 if available for three yearsfollowingthe dat~ Substantial

ates of Insuranceyenacceptable to the other Party shltrU filed witli that Party prior to commencement of ticates and the insuralpound~iPoIicieStequired by Section~91l through 918 shall contatnaprovision afforded underthepoITdes will not be cane~ledor non-renewed until at least 30 days prior n given to the other Party If any Earty to this Agreement reduces the limit of liability carried on

yCSection 918 that PartyenwHl giveSO days yenottenu0fiee to the other Party to this Agreement

sect 94 The Parties to this Agreement may elect to providl1 ~yCOf the coveragesn~quiredill Section 91 under policies ~~~~ this Agreement The pterriitim and ded1lctiblesfo~those policies shall be paid as described

~~tf

-vltEL

sect95 Each PartY tolti5iAgreCtnent and where applicable the Joint Ventureskall procure fidelity coverage protecting aga_loss due to fraudulent or dishonest acts Each Party shall indemnify the Joint Venqre andth~~ther Party for losses caused by fraudulent er dishone$tacts of its employees to th~~xtenfCnOtcovered by fidelity inSllrance available to the JolhEVemure

ARTICLE 10COMMENCEMENlAND TERMlNI110N sect 101 This Joint Venture wllT(tommenceis ofthe date of this Agreement

~E~m(nt shallreniairrsin full forreand until terminlttted by written t of the Parties hereto or reelmeIlthas b~n pelformed and all Joint l~nture property and been fully disposed of dr~lancewil11 this A~reement The ol~tiol1s of each Party to contribute in accordance with this

chtHor of debt~md liabilities of the Joint obligations pursuant to Section 92

AlA Documertl C101 1M -1~ (formerly C801 trade- 1993) CopyrlgMcopy1972 1979 and 1993 bYll1e AmefiCan Institute of Architects Allrlgbts reservedInit WARNING This AIAregOoctftTlent is protected by US Copyright Law and 1lterpational Treaties Unauthorized reproduction or distribution of Ihis AtAregOocumenl or any portion of ii may resull in severe civil and criml~ltpenalties and will be prosecuI~d ~~_lfIaximum extent possible under the law Purchasers I1epeurorl11itted It reproduce ten (10) copies ottnis document when co~secttooTo repprt copyright violations of AlA Contract Documents e-mail The American Institute of Architects legal counsel copyrightalaorg -=

5

PROPRIETARY

-

sect 103 This Agreement may be tenninated by eHher Party upon not less than ~even days written notice should the other Party substantially fail to perform in accordance with the terms of this Agreement through no fault of the Party initiating the termination

sect104lfii the event of termination the unpaid balance of compensation due the defaulting P ceeds the cost of comp~~fllg the work of the defaulting Party and expenses made necessary thereby such excesss epaid to the defaulfingParty If stich costs exceed the unpaid balance the defaulting Party shall pay to the nondefaulting Pariftms obligation for payment shall survive termination of this Agreement

-~~

sect105 If the Joint Ven~does notenterinto a Project Agreement with theOh~~tiienneither Party may enter into a C()lItract to perform any~rvices contemplated for this Project witho~ttbeWriiten consent ofthe other Party

- ~

ARltCLE 11 sect 111 In thei~v~nt of ssolutionliquidationor any otl1erincapacity of any Party the other Party shall complete the Proje~I~emle9tf estate trustee or other entity representing the departing Party shall share in any compensatipniftthei~prti~that the work performed by the departing Party bears to the total share of work required from thatPlirtx~undertbEAmiment

--j _ jf_~__middotf _~_~~- 0 - Ai

sect 112 ItIitb~~vent qf~fau11 orJlOnperformanceby any Party not resulting in termination the other Party shall complete the PrQ~tAgree~t CO~lsation due the defaulting or nonperf~ Party shall be adjusted as provided in Section 181t~3 bullbull~~

X_

sect113NotbiIl~con~~~einsJJall give such estate trusl~otQther

entity representing the departing defaulting or nonJitlrfonriin~ P~ym-the~y itself any right to Darticlull1ein the administration of the affairs of the Joint Venture

sect122trt~drutiqJ)o~~~rto arbitration the Parties shall endeavor to set~~~~pptesbymediation in accordance with tbe~QnstrtIctiotJ fItdu~WM~gjation Rules of the American Arbitration As~4tlion currently in effect Demand for mediati~shaILb~~m yencentngwith the other party to this Agreement anrlwlth the American Arbitration AssociaiionA~eJn~~ClrIiiediation shallbe made within a reasonable time after the claim dispute or other matter in

question h~$ arisenalft~no event shall the demand for mediation be made after the date when institution of legal equitableor arbitfation proceedings as provided in Section 123 based on such claim dispute or other matter in question would beharredHY~cmgtpli()able statuleof repose or limitations

sect 123~randfor arbitration shall bemiddotfiled in writingwith the other Party to this Agreement and with the American Arbitra~piltssociati A demand for arbitration shall be made within a reasonable time after the claim dispute or

othtpmatter in question bas arisen In no event shall the demand for arbitration be made after the date when institution oflegal or eqpitable proceedings based on such daim dispute or other matter in question would be barred by the applicable statute of repose or limitations

sect 124 An arbitration pursuant to this Article 12 may be joi1le(i with an arbitration involving common issues of lawor fact between a Party to this Agreement and anypers()njjOFi~tity with whom that Party has a contractual obligatio1l to arbitrate disputes No other arbitration arising o1l~of oflctlltlng to this Agreement shall include by consolidation joinder or in any other manner an additionalp~isli)[1oientity not a Party to this Agreement except bywrittent6nsent containing a specific reference to thi~4gZyemefitsigned by the Parties to this Agreement and anylttherperson or entity soughtJo bejoin~p Consent t0aJlJiftalibuinvolving an additi~nal person or entity shall notco~~tUteconsent to arbitratio~~imyclaim diS~~~frj9ther matter in question not described in the writte~cons~ntotwith a person or

nOt or dSlgrjljedtb~rein The foregoing agreementtQarbitrate and~~~f~eenients to arbitrate with an adilltip+~pmo~r eJltityduly consented to by the Parties to this Agreemen~sllatbespecifically enforceable in

-~

~-~----

tterlin[question between the Parties to this Agreement arising baJib~subject to and decided by mediation and arbitrationi lilAibitration Rules of the American Arbitratio

accQrg~witl(appliCable law in any court having jurisdiction thereof gt3middott

sect 125 The award rendered by the arbitrator or arbitrators shall be final and judgment may be entered upon it in accordance with applicable law in any court baving jurisdiction thereof

AlA Document C10rlWl -1993 (formerly C801trade -1993) Copyright copy 1972 1979 and 1993 by The Amerlcanlnstitute of Architects All rights reservedInit WARNING This AIAreg Document is protilctedby US Copyright Law and Internatiooal Treaties Unauthorilted reproduction or distribution of this AIAregDocument or any portion of it may result in severe civil and crimina penalties and will be prosecuted to the maximum extent possible nder til~ law P~r~asrs are pem~~ed to~pr~UC~r~1) (loLcoi~ ofthi~ ~OCmentwhen completed To report copyright violations of AlA Contract

6

PROPRIETARY

bullr ~RTICLE 13JpoundGALcQUN~EL 1131 The JointVe~fure shil retain for th~duration of this ~lent11egllrt~[)UrlSel mutually agreeable to alliarties for use in connectiqa~ith ma~es~uiring theassist~ oi 1counsel T nWf legal counsel shall be borne

in proportiooto their participation as described in SectifJllS1I otherwise determined by thePoli9Y

jlt

been duly served Party

ly bthemselves their partners successors aSsi8lld legal ball covenants of this Agreement subject toany 1iriJ1fations stated in

gneeBttHit shall be as follows

AlA Document C101 1lA -1993 (formerly C801TM -1 qpyright1972 1979 snd1993 by The ehtte~~AlI rights~~edInil WARNING This AlA Document ismotected by U t Law and International TreatiesU tionardistribtltion of this

AlAreg Document or any portion of itffiiW resUlt in$lWere and criminal penalties and will be prOsecuted to the maximum extent pllssible under tlllllJfw Purchasers are permTltedto reproduce ten (10) copies of this document When completed To report copyright violatlon~ of AlA Conlract Documenfs e-mail TlteAmerican Joolitute of Arcl1ilects legal coltJsel copyenli9htaiaorg

I

7

PROPRIETARY

sect 152 Should the Policy Board determine that additional funds are required or desirable to perform the Project Agreement to pay any losses arising therefrom or to eliminate deficits resulting from prior overpayments to the Parties the Parties shall within ten days after determination by the Policy Board contribute such additional funds in the respective proportions set forth in Section 181 Should any Party be unable fail or neglect to contribute and deposit addinalfunds in the Joint Account then the other Party shall have the right to advance the deficiency and in such event the Party advancing such deficiency shall receive interest on such funds attherate establisheqby the Policy ~ardfrom the time of their advancement to$e time of their repayment Such excessfunds slmJJtgtemiddotrepaid in full including said interest from the first monies thereafter received from the Owner or fromQt1i~fisjn tonnection with the Proj~Agreement which are distributable to the Parties Such funds shall be repaidbliifampeotherpayments are made to the Parties Interest paid for funds thus advanced shall be charged against the Partvwnme failure necessitated the funds being advanced (Insert rate ofinterest a1]rpounded upon)

er the Federal Truth in Lending Act similar state and local consumer credit laws and placerJj business the location ofthe Project and elsewhere may affect the validity of

thisprollisionSpecijic egliljriiLtice should be obtained with respect tQ deletions ormodijications and also regarding requtreritentsS1Jsectfras wrft~famplllsclosures or waivers)

M ~ gt - d ~

sect 15aShou(d~ Poitej6ard-~rmine that funds are availablejri~~~ess of Joint Venture needs such excess funds shalffust~eappli~Wre~ofriUnds advanced untit~lllbidvances have been entirely repaid and balance of s

excess shal)6edistribute~~~h~Parties in the~es~ijve proportions set forth in Section 181 Upon compl~q Agree~nt fun(t~iernainlig~Jiter payme~t~~~Jta1U1ding indebtedness of the Joint Venture shall be disUihutedto the Partiesin ~ccofiance witIl~meirJ~spectiveinterests

_ --

as set forth in Section 181 ~ ----~- - -- - -gtiimiddotshy

1~[~ ~_ l~~G - _ sect t54Innoeve~wmadv~~e~siribution of anticipated profit reduce the obligation of the~~iesfor future expenses of the JointVentilfeiftheslaquofuture expenses should exceed the gross compensationtotbeoil1t Venture

AlA Document C1011M - 1993 (formerly ca01 TIl - 1993) Copy(lght 1972 1979 and 1993 by The American Institute of Architects All reservedInit IN M~fJNG This AA~ Document is proteoted )S Cooyright Law and International Treaties Unauthorized or of this

severe ~ivi aodcrminal perial1las and will be prosecut1d to maximum possible reoroduce len (10) cooies of thismiddotdocumentwhencomoleted To reonrtnnvrinht vinltiom nf AlA rnntt

8

PROPRIETARY

ARTICLE 16 SCHEOolE OF SERVICES The Parties agree toprevloe the folfl5wing ltnpl1T1r servicesf~ectWely (Itrhis Schedule is u~ for th~purpose the apJroPiate~PefererICeli1leumentJ

AIr rights reservEdimiddotInll istrilllrtiOl)lf this

akimum extent possible o report copyright violations of AlA ~ntrael

9

PROPRIETARY

ARTICLE 17 SCHEDULE OF PROPERTY The Parties agree to makeavailable the following property for the use oftheJointVenture respectively (If this Schedule is not used for this purpose type in the appropriate reference document orwhen appropriate the phrase Not Applicable should be typed in the middle ofthe sheet)

AlA Document C1 01 -1993 (formerly C801 1993) Copyright 1972 1979 and 1993 by The American Institute of Architects All rights reservedInit WARNiNG This AlA Document is protected by US Copyrlght law lnd Illlemationallraaties Unauthorized reproduction or distribution of this 10 AlAe Document or any portien of it may result 111 severe cMI and criminal penalties and will bel prosacllted to the maximum extelll possible underihe law Purchasersarepermified to reproduce teo (10) copies oithia documentWhen completed To report copyright violations of AlA Contract Documents e~mair The Ameriean fn~titntA nf AIfhifortQ I 1OJTS1 H~I_ ~~-~- --shy

PROPRIETARY

ARTICLE 1amp JOINTNE Joint Ventpre OperaHb (Indicate f)f-ision C(1~1JreT1_ibn imzpplicable section)

alibe based ~ ProfitLoss fill out the flrFlffrintp

) The respective interests of the Parties in the profi~s_losses of the Joint Ve from or acqu~ in connection ~pe~rmance ofthisigree and rneJf1lIStl

rions to working funds andlt(b) liabilities and ent shall~ as follows

AlA Document C1 01 1M - 1993 (formerly C40FM - 1993) Coa1ghtcopylW2 1979 and 1993 by TIJ~ eri~ft~tuteofArds Ali1ights ~edInit WARNING Till AlAreg Document i~PrptectEl~y US Copyt~Law~ International T tllOflzoo reproduction or distribution of this

AIAregDocument or anyportlonifff maJesolt In severe ciVIl and criminal penalties be prosecuted to the max t ~ibJe under the law Purchasers are permitted to reproduce ten (10) t when completed T()report copyright vi aLAIA eontr~t Documents e-mail The American Institute of Architects legal c -ghtaiaorg_ C -~

11

PROPRIETARY

J182 REIMBURSEMENT~ sect1821 Partie~ shall bet~lmhursed fDr time of persDnnel used Dn

fDllDwing are designated as Principals

sect 1812 If a Party should significantly fail to prDvide timely Dr adequate perfDrrpance Dn an assigned activity the PDlicy BDard at its initiatiDn may place funds in dispute to be disbursed to that Party in escrDW until the perfDrmance failure is remedied If as a result Df such failure cDst Dr liability results to a nDndefaulting Party funds placed in escrow Dr due the defaulting Party may be used tDreimbutse saidnDndefaulting Party to the extentDf such CDst Dr liability Defaulting Pmty)~4nDt be entitled to receive distributiDn Dfexcess funds Df the JDintVenture as prDvided in Article 15 Said t1nds s~ be distributed sDlely to the nDndefaulting Party in accordance with their remaining res~tive interests as describ~qin SectiDn 1811 ShDuldthere be insufficient funds to cDIllpleteservices required UJl~the PrDject Agreement the defaulting Party agrees to share in such losses in accDrdance with their reJi1P~ulcentjriterests as described inSeaien 1811and to make payment to the nDndefauiting Party to the extent Df sucninterests

Venture as set forth belDw

~

sect 1823 ~ss_erwise agreed upDn the JDint Venture shall have no emplDyees Necessary persDnnel shall be prDvidedfrmnthe staffs Df the Parties New personnel emplDyed specifically fDr wDrk Dn the Project will be assigned to thepayrDll Df Dne Df the Parties by mutual agreement at time Df emplDyment

sect 18~4 The follDwing expenses incurred in furtherance Df this Agreement shall be reimbursable by the JDint Venture at CDst to the Party incurring them long distance telephDn~~ telegrams and cables travel (lDcal excess cDmmutatiDn and l~ng distance) and subsistence facsimile services cDuperi~rvices overnight deliveries messenger services (byputside Drganizations) specificatiDn typing (by outsidelrg~atibns)enfertainment mailing charges (special) reprQd1cions pkotDgraphs renderings and mDdels Dffic~ sl~Igt~eS recruitment expenses (ads agency fees) Dvertimemeaallbwance and other reimbursable items listed her~in (I4entiiY sp(lt7ijic types of reimbu[sect(tjl~expenses not listed above)

AlA Document C101 TM -1993 (formerly C801 TM -1993) Copyright copy 1972 1979 and 1993 by The American Institute of Architects All rights reservedInit WARNING This AlA regDocument is protected by US Copyright Law and international Treaties Unauthorized reproduction or distribution of this 12 AlA Document Of any portion of it may result in severe civil and criminal penalties and will be prosecuted to the maximum exlent possible ~~~~~ha~urlt~~s~ s~_e~i~_t~~P~~~~~_~~_(~O) _cop~~~ of this~~~nent when completed To report copyright lIiolations of AlA Contract

PROPRIETARY

ARTlELEf9

sect 1825 For REIM~URSABLE EPErf~ES qgt describe~ in Section fS2A and any oth~ itwns included as Reimbursable Expenses a multipltyof ()times the ill~urred by the Parties to this Agreement in the interest of the Project

and complete books of accounJdesqibedin Section 53 rela~iligto the Joint Venture shall be available ottl~iJfarty for inspection at mutuaUycbnvenient times

INSURANGECOVERAGES erepnsultation with each Pa~s insurance iJu~~t insert the minimumlinits~tl~SUfcentll1J~ r~quiredtor eacftPa[ty

oint Venture foT-each type ofinsurance requftred iwSection 9 J and any (thetcoverages lttNich may be rjl~essary to prQtftct the PartieitfJtFilfAgreement Deduc~ibl7and paymentapPQlltiqttl1e11llisted in aria ~~requirements listeiJffn Section 92 should also b(flinsctled here) -

OTHEflCONDIJIONS OR SERVIC5S gtamp

This Agreement entered into as of the daYiltUldYearfilst bull written above which one is to be d~t~yerefl to each Partftotliis Agrement

at least

SECOND PARJY[Slgnature)

CAUTION You should sign an origin~LMA Contract Document onwhch this text appears inFl~D An original assures thatf changes wilt natbe obscured - -

AlA Document~101 TMbull 1993 (formertC8011lf1993) Copyright copy 1~bllfJlJlJIand 1993 by The Ameri~t1~ti1ittteOt Architects All1Jghts reserlled-Init -WARNING This AIAreg ocument is protected by US Copyright laWiand InternationltJl Tfeaties Unauthorized reproduction or distribution of this 13 AlAIgt Document or any portion of it ~ay~U In severe clviland~rlminalRenalti~and will be prosecuteg to thElbullbullximum extent possible under the law bullturchaWs are permittootQ iej)ionuce ten (10) cQpies euroIf this ~ilment when cQmpleted To flW0rtCioPyrigfffiiiQlations of AIAContract DQcuments e-mail The American Institute euroIf Architects legal cQunsel CQmrjghtaiaor~b -

PROPRIETARY

which the parties can negotiate their bargains As such the documents have won general acceptance within the construction industry and have been uniformly interpreted by the courts Within an industry spanning 50 states--each free to adopt different and perhaps contradictory laws affecting that industry-AlA documents form the basis for a generally consistent body of construction law

Use of Current Documents Prior to using any AlA Contract Document users should consult wwwaiaorg or a local AlA component to most recent edition

Reproductions This document is a copyrighted work and may not be reproduced or excerpted from without ~ express written permission of the AlA There is no implied permission to reproduce this document nor doeSi~~mbershio in The American Institute of Architects confer any further rights to reproduce this document

The AlA hereby grants the purchaser a limited license to reproduce a maximum of ten coPip_~m~ butonly for use in connection with a partiCUlar project The AlA will not permit reproduc license for reproduction granted above except upon written request and receipt of wri

Rights to reproduce the document may vary for users of AlA software Licensed AlA End User License Agreement (EULA)

To report copyright violations of AlA Contract Documents e-mail The American Insti copyrightaiaorg

CHANGES FROM THE PREVIOUS EDITION

Format Changes The table for REIMBURSEMENTS has been moved from the J this INSTRUCTION SHEET All provisions for principal place of business jurisdic Maker have been consolidated and moved to Article 20

sect 43 This Section has been added to create a method of settling controversies or dis event an action or decision is not unanimously agreed upon by the Policy Board an designated by the parties as part of the Project Agreement (Article 20) is granted auth which shall be subject to mediation or arbitration

sect 54 The Policy Board may decide to open one or more joint bank accou

sect 72 All expenses related to the Agreement must be submitted to the Policy B

Article 9 This article has been completely rewritten The parties to the Joint Venture counsel when completing this portion of the document

Article 9 now adds a requirement that each member of the Joint Venture carry gen Valuable Papers coverage) and business auto insurance Workers compensation a now mandatory The new document recognizes that the design team may choose tl coverage for the project together under one policy

The article specifically notes that these insurance coverages except professional liability sh of the commencement date of the Agreement or the date any services are performed

The requirements for certificates of insurance have been amended

Each party to the Joint Venture must now indemnify the other Joint Venturers for fraudulent or dis employees not covered by the required fidelity coverage

Article 10 sect 102 All Joint Venture property and money must be disposed of or distributed prior to termination of the Agreement Each party is obligated to contribute toward satisfaction of debts and liabilities created by the Joint Venture after termination of the A8eement AlA Document C101 trade-1993 (formerly C801 1M - 1993) Copyright copy 1972 1979 and 1993 by The American Institute of Architects All rights reserved JfllRNING This AIAreg Document is protected by US Copyright Law and International Treaties Unauthorized reproduction or distribution o this

Document or any portion of it may result in severe civil and criminal penalties and will be prosecuted to the maximum extent possible ~~~e~t_~_la~~~~~s~~~~~~~~~~~_t~P~~c_7n_(1O) copie~ of thl~ ~o~nent when completed To report copyright violations of AlA Contract

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The Parties


1

PROPRIETARY

TABLE OF ARTICLES





ACCOUNTING


~- -- gt


-~ -

8 ~~USEOFDOCUMENTS

9 ~ii

10 SCOM TERMINATION

13

14

16middot

18

19

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2

PROPRIETARY

























3

PROPRIETARY















Party


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4

PROPRIETARY






3













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5

PROPRIETARY

-



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6

PROPRIETARY



jlt






I

7

PROPRIETARY




M ~ gt - d ~



_ --





8

PROPRIETARY




9

PROPRIETARY



PROPRIETARY







11

PROPRIETARY





~




PROPRIETARY

ARTlELEf9







at least




PROPRIETARY

TABLE OF ARTICLES





ACCOUNTING


~- -- gt


-~ -

8 ~~USEOFDOCUMENTS

9 ~ii

10 SCOM TERMINATION

13

14

16middot

18

19

~o ~


~HEotJE~fOfSfRYJCES


ItiSlJ~EC6VERAGES








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2

PROPRIETARY

























3

PROPRIETARY















Party


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4

PROPRIETARY






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5

PROPRIETARY

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6

PROPRIETARY



jlt






I

7

PROPRIETARY




M ~ gt - d ~



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8

PROPRIETARY




9

PROPRIETARY



PROPRIETARY







11

PROPRIETARY





~




PROPRIETARY

ARTlELEf9







at least




PROPRIETARY

























3

PROPRIETARY















Party


-C lt~~ ZY






4

PROPRIETARY






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5

PROPRIETARY

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6

PROPRIETARY



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7

PROPRIETARY




M ~ gt - d ~



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8

PROPRIETARY




9

PROPRIETARY



PROPRIETARY







11

PROPRIETARY





~




PROPRIETARY

ARTlELEf9







at least




PROPRIETARY















Party


-C lt~~ ZY






4

PROPRIETARY






3













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-vltEL






5

PROPRIETARY

-



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6

PROPRIETARY



jlt






I

7

PROPRIETARY




M ~ gt - d ~



_ --





8

PROPRIETARY




9

PROPRIETARY



PROPRIETARY







11

PROPRIETARY





~




PROPRIETARY

ARTlELEf9







at least




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3













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5

PROPRIETARY

-



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6

PROPRIETARY



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I

7

PROPRIETARY




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8

PROPRIETARY




9

PROPRIETARY



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11

PROPRIETARY





~




PROPRIETARY

ARTlELEf9







at least




PROPRIETARY

-



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6

PROPRIETARY



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7

PROPRIETARY




M ~ gt - d ~



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8

PROPRIETARY




9

PROPRIETARY



PROPRIETARY







11

PROPRIETARY





~




PROPRIETARY

ARTlELEf9







at least




PROPRIETARY



jlt






I

7

PROPRIETARY




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8

PROPRIETARY




9

PROPRIETARY



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11

PROPRIETARY





~




PROPRIETARY

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at least




PROPRIETARY




M ~ gt - d ~



_ --





8

PROPRIETARY




9

PROPRIETARY



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11

PROPRIETARY





~




PROPRIETARY

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at least




PROPRIETARY




9

PROPRIETARY



PROPRIETARY







11

PROPRIETARY





~




PROPRIETARY

ARTlELEf9







at least




PROPRIETARY



PROPRIETARY







11

PROPRIETARY





~




PROPRIETARY

ARTlELEf9







at least




PROPRIETARY







11

PROPRIETARY





~




PROPRIETARY

ARTlELEf9







at least




PROPRIETARY





~




PROPRIETARY

ARTlELEf9







at least




PROPRIETARY

ARTlELEf9







at least




PROPRIETARY

[96]AIA Sample Joint Venture Agreement

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Transcript of [96]AIA Sample Joint Venture Agreement